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Terms & Conditions Advertisers

For the online promotion of chat engagement offers (version of 1 January 2025)

This agreement (the Advertiser Agreement), version of 1 January 2025, as accepted by the Parties to the signed Insertion Order referencing its terms, is entered into on the date of the Insertion Order, by and between: 

  1. CKLIC SITES B.V., a limited liability company incorporated in the Netherlands and having its registered address at Herengracht 449A in (1017 BR) Amsterdam and registered with the local chamber of commerce (Kamer van Koophandel) under number 86502530 (“Hup”); and 
  2. THE PERSON OR COMPANY as detailed on the relevant signed Insertion Order which references this Advertiser Agreement, who/which has signed up as an Advertiser to the Hup affiliate network for the promotion of chat engagement offers (the Advertiser)

Hup and the Advertiser are also referred to individually as a Party and collectively as the Parties. 

WHEREAS

  1. Hup owns and runs an affiliate network enabling Affiliates to promote chat engagement offers by Advertisers in different jurisdictions.   
  2. The Advertiser has signed up to the Hup affiliate network and wishes to receive traffic for its Offers from the Affiliates connected to the Hup affiliate network (the Hup Services), all as set out in the relevant Insertion Order signed by the Parties. The Advertiser has explicitly accepted the applicability of this Advertiser Agreement to the Hup Services, and its own status as a Party to this Advertiser Agreement, by signing the Insertion Order which references the Advertiser Agreement and declares it applicable. The applicability of any other terms and conditions commonly used by the Advertiser are herewith rejected and explicitly excluded.
  3. This Advertiser Agreement, together with the Insertion Order referencing its terms, shall govern the relationship between Hup and the Advertiser and set the terms and conditions under which Hup shall provide Advertiser with the Hup Services. The Insertion Order together with a copy of this Advertiser Agreement have been sent to the Advertiser by e-mail. The most current version of the Advertiser Agreement can also be found on the website www.[-].com. By signing the Insertion Order, the Advertiser has confirmed that it has received and read both the Insertion Order and this Advertiser Agreement.

IT IS AGREED AS FOLLOWS

  1. Definitions and interpretation
    1. Definitions 
Ad Sitemeans the webpage(s) (or other type of online space) on which the Affiliate places the Advertising Material
Advertisermeans a legal or natural person who owns a chat engagement offer and who has (directly or indirectly) engaged Hup for the provision of affiliate traffic through the Hup affiliate network
Advertiser Accountmeans the online area on the Hup platform where the Advertiser can (inter alia) find details on its account, traffic sources etc.  
Advertising Materialmeans banner ads, (pre)landers, hypertext and any other type of advertising material uploaded by an Advertiser to the Hup platform or created by the Affiliate itself and meant for use by the Affiliate in promoting an Advertiser’s Offer
Advertiser Sitemeans the website, owned or controlled by the Advertiser (or an entity affiliated with the Advertiser), which contains the Offer and to which the Affiliate directs its traffic 
Affiliatemeans the legal or natural person who has signed up to the Hup affiliate network in order to send traffic to Offers by Advertisers connected to the network 
Annexmeans an Annex to this Advertiser Agreement
Clausemeans a clause in this Advertiser Agreement
Event of Defaultmeans the occurrence of each of any of the following events:the Advertiser applies for bankruptcy (or a third party applies for the Advertiser’s bankruptcy) or any proceedings similar to a bankruptcy in the Advertiser’s jurisdiction the appointment of a receiver, trustee or custodian for all or any part of the property of Advertiser under any type of proceedings a breach by the Advertiser of any undertaking, obligation or warranty contained in this Advertiser Agreement the Advertiser becomes (or is threatened to become) the subject of bad press, a criminal, regulatory or other type of governmental investigation, or of any other occurrence which causes such reputational concerns for HUP that it can no longer reasonably be expected to continue this Advertiser Agreement 
Feemeans the fee for the Hup Services, payable to Hup by the Advertiser as a percentage of the Net-Revenue as set out in the Insertion Order
Insertion Ordermeans the signed document which (inter alia) sets out the scope of the Hup Services, the details regarding the Fee and through which the Parties have accepted the applicability of this Advertiser Agreement to the Hup Services
Net-Revenuehas the meaning ascribed thereto in Clause 7.2
Offer(s)means the chat engagement product as offered by the Advertiser to consumers on the Advertiser Site and promoted by the Affiliate through the Hup affiliate network
Partiesmeans the parties to this Advertiser Agreement as set out in the heading of this Advertiser Agreement, including their successors and permitted assigns 
  1. Interpretation
    1. Reference to “include”, “includes” or “including” means including without limitation;
    2. Reference to ‘money’ shall include digital (crypto) currencies used in lieu of money;
    3. Words importing the singular include the plural and vice versa, words importing a gender include every gender; 
    4. The headings are inserted for convenience only and shall not affect the interpretation or construction of this document; 
    5. Reference to an article, sub-article, clause, sub-clause, paragraph, sub paragraph, annex, schedule or attachment are, unless indicated to the contrary, a reference to an article, sub-article, clause, sub-clause, paragraph, sub-paragraph, annex, schedule or attachment to this Agreement;  
    6. A reference to any agreement (including this Advertiser Agreement) or other contract includes amendments, supplements and restatements made thereto from time to time; 
    7. Except as otherwise provided in this Advertiser Agreement, all periods of time set out in this Agreement shall start on the day following the day on which the event triggering the relevant period of time occurred. The expiration date shall be included in the period of time. If the expiration date is not a business day, the expiration shall be the next business day.
  1. GENERAL 
    1. Hup, through its affiliate network, offers Advertisers access to the promotional talents of numerous Affiliates who will promote an Advertisers’ Offer. The Advertisers may benefit from the Hup Services through a likely increase in traffic to their Offers.
  2. GETTING STARTED
    1. After successfully signing up to the Hup affiliate network as an Advertiser and signing the Insertion Order (or in any other way connecting to the Hup affiliate network), Hup will provide the Advertiser with the ability to showcase its Offers for selection by Affiliates. 
  3. THE ADVERTISING MATERIAL 
    1. The Affiliate shall promote an Offer through the use of Advertising Material which the Advertiser has uploaded to the Hup platform or, alternatively, through the use of Advertising Material which the Affiliate has created itself. Hup shall have the right to, at any time and at its sole discretion, stop the display of any Advertising Material. 
    2. Though Hup will enable Affiliates to access the uploaded Advertising Material (if any), it does not guarantee that any of the Advertising Material will actually be posted by Affiliates for traffic generation.  
    3. Prior to posting an Offer, it is the Advertiser’s own responsibility to inform Hup of any specific restrictions it wishes to impose on the Affiliates promoting its Offers. Upon receipt of said restrictions, Hup shall communicate the restrictions to the Affiliates in the insertion order it concludes with the Affiliates and/or in the section on its platform describing the Offer for Affiliates. Upon explicit (one time or periodic) request by the Advertiser, Hup is willing to request Affiliates to confirm whether and how they are complying with the restrictions and communicate their answers to Advertiser. Hup shall function only as an intermediary in this regard which passes on the communications between the Advertiser and Affiliate and does not guarantee that answers shall be provided by the Affiliates in a timely matter or at all.  Advertiser may contact Hup at any time to discuss the possibility of any other measures it wishes to take to monitor the compliance by Affiliates with the restrictions imposed by the Advertiser. 
  4. THE ADVERTISER OBLIGATIONS AND REPONSIBILITIES – LEGAL & COMPLIANCE
    1. The Advertiser shall not (and shall not authorize, assist or encourage any third party to):  
  1. make its Offers available in any jurisdiction (country) in the world where the Offer or the promotion thereof is unlawful; 
  2. make its Offers available to individuals who are under 18 years old or, alternatively, under the legal age as applicable in the jurisdiction where the individuals reside. The Advertiser shall furthermore ensure that it communicates to its audience the legal age for accessing the Offers. The Advertiser undertakes to actively monitor its audience and take appropriate technical and operational measures to prevent its Offers from access by individuals who are not of legal age. If and insofar the Advertiser has reasonable grounds to assume that its activities are directed at, or accessible by, individuals who are not of legal age, it shall immediately cease its activities and take measures to prevent said individuals from accessing the Offers;
  3. either explicitly or implicitly misrepresent to consumers the characteristics of an Offer. The main characteristic of the (chat engagement) Offers shall consist of enabling consumers to chat with a non-real (i.e. fantasy) profile about adult and non-adult themes, whereby the fantasy profile image does not represent the person who is actually chatting with the consumer (or alternatively is powered by artificial intelligence software). The Advertiser is obliged to ensure that its Offers will not include any express or implied statements or the creation of any impression in any way which conflicts with the main characteristic of the Offers as described in this Clause 

this means, inter alia, that the Advertiser must refrain from any action or communication vis a vis consumers which would: 

  • provide consumers with the impression that they are chatting with the person represented by the profile image which depicts their fantasy natured conversational partner; 
  • provide consumers with the impression that they can go on a date with the person represented by the profile image or otherwise achieve any physical encounter with said person or any other person; 
  • provide consumers with the impression that they can have a relationship of any kind (whether or not including physical encounters) with the person represented by the profile image which depicts their fantasy natured conversational partner or any other person; 
  • provide consumers with the impression that the Advertiser Site presents a number of people who are online, at any moment, in proximity to the location where the consumer lives or resides with whom the consumer can enter into contact;   
  • engage any terminology or imagery or other type of media which conveys any of the above listed prohibited impressions, such as for example, but not limited to, variations of the term: ‘dating’, meeting people, any imagery or video or other medium of people kissing, holding hands or in any other way communicating a possibility of people physically depicted together; 
  1. make its Offers available in a manner which breaches this Advertiser Agreement, consumer rights laws, data protection laws, advertising codes and regulations, the terms and conditions of any (social media or other type of) platforms or of search engines or any other applicable laws or terms or guidelines applicable to the Affiliate’s promotional activities in the targeted jurisdictions. The Advertiser shall refrain from unfair, misleading or aggressive commercial practices which may unduly influence a consumer’s decision to participate in an Offer. As such, for example, the Advertiser shall not use any false or misleading statements to misrepresent the nature of an Offer; the price of the Offer or the advantages gained by participating in an Offer; For the avoidance of doubt, this includes efforts to design the Offers in a way which seeks to discourage consumers from reading information which may impact their decision to enter into the transaction;
  2. engage in any practice, such as interference with any tracking systems deployed by Hup or fraudulent manipulation of the Net-Revenue as set out in Clause 7.2, which may wrongfully decrease the Fee owed to Hup;
  3. in any way attempt to identify Affiliates and establish direct communications with the Affiliates connected to the Hup platform for any reason including (but not limited to) circumventing (going around) Hup and directly purchasing traffic from the Affiliates without the facilitating role of the Hup affiliate network.
  4. In case of an actual or suspected breach by Advertiser of any of the items listed in Clause 5.1, Hup shall have the right to, at its sole discretion, (i) immediately terminate this Advertiser Agreement; (ii) claim any Fee due to it at the date of termination; and (iii) claim any losses or damages as a result of the Advertiser’s actual or suspected breach of Clause 5.1.  
  1. HUP MONITORING RIGHTS
    1. Hup shall have the right, on an ongoing basis, to monitor the Advertiser Site, as used by the Advertiser to present its Offers to consumers and to assess whether the Advertiser is complying with the terms of this Advertiser Agreement. The Advertiser shall, at first demand, answer any questions and provide Hup with any cooperation and login information required for it to successfully conduct its monitoring rights pursuant to this Clause 6.1. 
  2. PAYMENT TERMS
    1. The Advertiser shall pay Hup an aggregate Fee for its Hup Services based on a Net-Revenue share model, entitling Hup to a percentage of the Net-Revenue earned by the Advertiser from traffic directed to its Offers by Affiliates connected to the Hup affiliate network. The percentage shall be set out in the relevant Insertion Order. 
    2. The Net-Revenue shall be defined as: 

Net-Revenue = Deposits – (chargebacks + refunds + fees associated with chargebacks and refunds)

whereby Deposits refers to the total amount of money (ex. VAT) paid by consumers in exchange for the services offered on the Advertiser Site during an agreed term, insofar the consumers have been referred to the Offers by Affiliates connected to the Hup affiliate network. Parties shall agree in the Insertion Order whether the term over which the Net-Revenue (and thus the Fee) must be calculated shall be a weekly or monthly term or otherwise.   

  1. In case the amount equal to ‘chargebacks + refunds + fees associated with chargebacks and refunds’ in the agreed term exceeds the Deposits (both as defined in Clause 7.2), the Parties agree that this shall not result in a negative Net-Revenue but a Net-Revenue which equals zero. No Fee shall be payable to Hup in relation to such term wherein the Net-Revenue equals zero. However, all costs in relation to such zero Net-Revenue term shall be carried by the Advertiser and none shall be passed on to Hup. Furthermore, a zero Net-Revenue in any given term shall not in any way impact next term’s Fee owed to Hup. 
  2. In case it is agreed in the Insertion Order that the Net-Revenue (and thus the Fee) must be calculated on a per month basis, the Fee owed to Hup over any given month shall be paid out ultimately by the end of the first week of the next month. Hup shall not be required to send invoices to Advertiser prior to payment of the Fee. 
  3. Due to the lack of visibility by Hup with respect to the items set out in the definition of Net-Revenue sub 7.2, it is the Advertiser’s responsibility to accurately calculate the Net-Revenue and therefore the Fee due to Hup. However, at Hup’s election, Hup shall have the right to audit the books and records of Advertiser insofar as they relate to the calculation of the Net-Revenue and Fee payable to Hup. The audit shall be done by an accountant designated by Hup. Advertiser agrees to, upon first request, prepare and make such books and records available to Hup in a secured online space. In the event a determination is made by Hup that there has been a misstatement of the Net-Revenue and payable Fee by any amount, the Advertiser shall be liable to carry the costs of the audit as well as an immediately due penalty of 10% of the Fee to be added on top of the total owed Fee amount. Hup agrees to provide at least one week’s notice prior to conducting any such audit. 
  4. The Fee shall be paid to Hup in EUR. Any costs, expenses, fees related to any potential currency conversions shall be carried solely by Advertiser and shall not impact the Fee owed to Hup. At no time shall the Fee to Hup be paid in any digital (crypto) currency. 
  1. INTELLECTUAL PROPERTY RIGHTS
    1. Advertiser herewith warrants that it owns all the intellectual property rights, or is licensed to use the same, pertaining to the Advertising Material it may post onto the Hup platform for use by the Affiliates and that said Advertising Material in no way infringes the intellectual property rights of third parties. Ownership of all intellectual property rights pertaining to the Advertising Material shall remain with the Advertiser (or its licensor). 
    2. The Advertiser grants Hup a non-exclusive royalty free license to display the Advertising Material and to sub-license the Advertising Material to the Affiliate in order to enable the Affiliate to use the Advertising Material for the promotion of the Offers in the jurisdictions established by the Advertiser. 
  2. WARRANTIES 
    1. The Advertiser makes the warranties under this Clause 9 on the date of this Advertiser Agreement (which equals the date of the Insertion Order) and on a continuous basis throughout its term:
      1. The Advertiser warrants that it is validly existing and registered under the laws of its jurisdiction and has the power to carry on its business as conducted.
      2. The Advertiser warrants that the obligations assumed by it under this Advertiser Agreement are legal, binding and enforceable obligations and it has the power to enter into, perform or deliver, and has taken all necessary actions to authorize its entry into, performance and delivery of, this Advertiser Agreement and the transactions contemplated in it.
      3. The Advertiser warrants that its entry into and performance of the obligations in this Advertiser Agreement do not and will not conflict with any applicable law or regulation or with any agreement or instrument binding on the Advertiser.
      4. The Advertiser warrants that it has to date not been subject to any criminal or regulatory investigation in any country in the world. 
      5. The Advertiser warrants that it shall comply with Clause 5 of this Advertiser Agreement titled ‘the Advertiser Obligations and Responsibilities – Legal and Compliance’ and that its Offers in the jurisdictions where they are accessible are in compliance with any and all laws applicable, including consumer rights laws, data protection laws and advertising codes and regulations.
  1. LIABILITY 
    1. Hup shall carry no liability, on any ground, for losses or damages suffered by the Advertiser as a result of defects, errors, interruptions or other malfunctioning of its affiliate network, platform, websites, software and systems (including tracking systems).  
    2. Hup shall carry no liability, on any ground, for losses or damages suffered by the Advertiser caused by (i) any fraudulent methods of traffic generation by Affiliates; and (ii) any other actions or omissions by the Affiliates, such as, but not limited to, any false or misleading statements on the Ad Sites or anywhere else about the nature and characteristics (including pricing) of the Offers or caused by any other violation of applicable laws by the Affiliates, including consumer rights laws, data protection laws and advertising codes and regulations.  
    3. Hup shall carry no liability for any losses or damages of the Advertiser resulting from a loss of revenues, profits or a failure to realize anticipating savings or for any indirect or consequential damages suffered by the Advertiser as a result of any breach by Hup of this Advertiser Agreement or as a result of any actions or omissions by the Affiliates. 
    4. The liability of Hup for any claim under this Advertiser Agreement, or for any non-contractual (tort) claim under law or equity in any way related to the matters set out in this Advertiser Agreement, shall be limited to the amount, if any, paid out under its professional liability insurance. Insofar its liability insurance shall not pay out any amount to the Advertiser (or in case there is no liability insurance), the cumulative liability of Hup, under any type of claim brought by the Advertiser, being a claim for damages (including under tort), performance or dissolution (in Dutch respectively: schadevergoeding (inclusief ex onrechtmatige daad), nakoming of ontbinding) shall be capped at the lower of EUR 7.500,- or the amount it has earned under its Net-Revenue share model with the Advertiser from traffic generated by the Affiliates over a period of six months prior to the event triggering the liability of Hup. 
    5. Hup shall not be liable to the Advertiser for any loss or damages due to a failure to perform its obligations under this Agreement because of forces beyond its reasonable control (force majeure), such as (but not limited to) the enaction of new laws, pandemics, breakdowns of systems, loss of data, actions by banks and other financial institutions etc. 
  2. INDEMNIFICATION 
    1. The Advertiser shall indemnify (schadeloosstellen) and hold harmless (vrijwaren) Hup, its directors, officers, shareholders, agents, employees, successors and assigns (together: the Indemnified) , for and against all actions, claims, demands, fines, liabilities, losses, costs, fees (including reasonable fees of attorneys and other external advisers) damages and expenses suffered or incurred by or imposed upon or instituted against the Indemnified by any third party (being a consumer, private entity or governmental entity), resulting directly or indirectly from, or connected in any way to (i) any (alleged) breach, non-performance or non-observance by the Advertiser of its obligations and warranties under this Advertiser Agreement or (ii) any (alleged) breach of rights of third parties including but not restricted to intellectual property rights or; (iii) any (alleged) breach of its obligations under any laws governing the Advertiser’s activities and Offers, including (but not limited to) consumer rights laws, data protection laws and advertising codes and regulations.  
  3. CONFIDENTIALITY
    1. Each Party shall, and where relevant shall procure that its representatives and each other person to whom it discloses Confidential Information or to whom Confidential Information is disclosed at its request, shall keep confidential and not disclose or make available to anyone any information of a secret or confidential nature with respect to the Parties and their respective businesses (the Confidential Information), unless and to the extent the Confidential Information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party or any third party, in which case such information shall no longer be deemed to form part of the Confidential Information.
    2. A Party may disclose Confidential Information only:
      1. with the prior written approval of the other Party; 
      2. to the extent required by law or pursuant to an order of a governmental entity; 
      3. to the extent required for the purposes of fulfilling its obligations under this Advertiser Agreement; 
      4. to the extent reasonably required to conduct the defense of a claim or to enforce any rights or to exercise any remedies under this Advertiser Agreement; 
      5. to that Party’s representatives and those of any member of its group but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of and instructed to adhere to the terms of this Clause as if bound by them;

provided that if a Party is required by law or pursuant to an order of a governmental entity to disclose any Confidential Information, it shall promptly notify the other Party. The Party required to disclose Confidential Information shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing and content of such disclosure, or any action which the other Party may reasonably elect to challenge such requirement. 

  1. For the avoidance of doubt, the Advertiser shall be prohibited, under any circumstance, from disclosing any information regarding Hup (regardless whether the information qualifies as Confidential Information) to journalists, bloggers or other members of the media and/or owners of (online) publications. In case of any approach by journalists and the other aforementioned categories of individuals, the Advertiser shall provide no comment and immediately notify Hup of the said approach. 
  1. TERM AND TERMINATION 
    1. This Advertiser Agreement shall commence on the date of the relevant signed Insertion Order referencing the Advertiser Agreement. It shall remain in force for as long as Hup continues to provide the Hup Services to Advertiser. 
    2. The Parties may at any time terminate this Advertiser Agreement in mutual agreement with immediate effect. In addition, either Party shall be entitled to terminate this Advertiser Agreement at any time, without cause, taking into consideration a notice period of 48 hours.  
    3. Hup shall be entitled to terminate this Advertiser Agreement at any time with immediate effect in case of an Event of Default. 
  2. AMENDMENTS AND WAIVER
    1. Hup shall be entitled to unilaterally amend this Advertiser Agreement. It shall notify the Advertiser of any amendment by sending a notification e-mail to the Advertiser. Subject to any legal or operational requirement justifying a shorter term for entry into force, the amendment shall take effect vis a vis the Advertiser after a period of ten working days from the date on which the initial notification e-mail was sent to the Advertiser, unless the Advertiser rejects the amendment before the termination of the applied term. In case of a rejection, the Advertiser shall be deemed to have terminated the Agreement with effect from the date on which the amendment shall otherwise enter into force vis a vis the Advertiser. Any amendments to this Advertiser Agreement will be included in the most current version of the Advertiser Agreement which can be found on www.[-].com.
    2. A waiver of any right under this Advertiser Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach of default. 
  1. ASSIGNMENT
    1. The Advertiser may not assign, otherwise transfer or encumber its rights and obligations under this Advertiser Agreement without the prior written consent of Hup. Hup shall be entitled to assign, otherwise transfer or encumber its rights and obligations under this Advertiser Agreement at any time. 
  2. NO THIRD-PARTY BENEFICIARIES
    1. This Advertiser Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Advertiser Agreement is intended to or implicitly confers upon any other person any right, benefit or remedy of any nature whatsoever, except to the extent explicitly stated in this Advertiser Agreement. In the event that any third-party stipulation contained in this Advertiser Agreement is accepted by any third party, such third party will not become a party to this Advertiser Agreement. 
  3. SEVERABILITY
    1. If any Clause of this Advertiser Agreement, or the application thereof to any Party or circumstance, is held to be illegal, invalid or unenforceable in whole or in part under any law, then such provision shall to that extent be deemed not to form part of this Advertiser Agreement and, to the extent reasonably possible, replaced by the Parties with a legal, valid and enforceable provision that, seen in the context of this Advertiser Agreement as a whole, achieves as closely as possible the intention of the Parties under this Advertiser Agreement, without affecting the legality, validity and enforceability of the remainder of this Advertiser Agreement. 
  4. GOVERNING LAW AND JURISDICTION 
    1. This Advertiser Agreement and any non-contractual obligations arising out of it or in connection with it are governed by and shall be construed in accordance with the laws of the Netherlands. 
    2. Any disputes arising out of or in connection with this Advertiser Agreement, including regarding the existence or validity of this Advertiser Agreement, and any non-contractual obligations arising out of or in connection with this Advertiser Agreement, are subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.